The IBSA Business Structuring Course

Structuring An Entrepreneurial Business From A Start-Up To An International Group:

A Practical Guide

TheIBSA has created its own business structuring course, devised by its Founder, Roy Saunders, aimed at helping professional advisors understand the fundamental principles when structuring any entrepreneurial business internationally.

The course is based on a fictitious case study, the Polycon Lens Company, which was the basis of Roy’s leading international tax reference book for 30 years, International Tax Systems and Planning Techniques, as well as the MA course in international tax law at the University of London for 5 years. Over 12-stages, the course examines issues such as international tax, corporate and IP protection relevant to the expansion of the Polycon Lens Company as it morphs into the multinational Eyemax Corporation throughout its generational journey of 25 years.

Introduction - introducing the Polycon Lens Company and the various cross border problems and opportunities that will be examined during the course

Stage 1 – Creating a manufacturing business in a foreign country, considering the form of enterprise to be established, how to finance the initial costs of the plant and cross-border tax issues

Stage 2 – Establishing overseas representative offices and independent marketing agents for ancillary developments manufactured by the company, financed by research and development grants, and ring-fencing the intellectual property rights in a separate entity

Stage 3 – Replacing the representative office with a sales company and expanding the range of wholesalers with the opening of substantial warehousing facilities

Stage 4 – Terminating the contracts with wholesalers and opening sales subsidiaries in various territories, or appointing agents in other jurisdictions, creating appropriate transfer pricing arrangements, entering into a trade sale of the telescopic lenses operation

Stage 6 – Diversifying the company’s activities through the acquisition of a failing camera manufacturing business to which Polycon has been supplying camera lenses, with post-acquisition restructuring considerations

Stage 7 – Preparing for an IPO, restructuring the group with an appropriate holding company to maximise the profit distributions to potential investors and relocating the management team, understanding the restrictions of utilising double tax treaties to maximise earnings

Stage 8 – Creating an internal finance company to help finance further acquisitions and manage the cash requirements of a diverse business

Stage 9 – Rebranding Polycon as the Eyemax Group with a separate licensing company contracting the intellectual property to potential franchisees

Stage 10 – Establishing an e-commerce sales organisation for the camera business and considering further sales development opportunities for other items manufactured by the company

Stage 11 – Utilising surplus cash availability to acquire properties in which the company is lessee and making separate real estate investments through dedicated SPVs

Stage 12 – Creating the Eyemax private equity fund as a socially responsible investment opportunity for a new concept developed by the Eyemax Group, a solar bowl for energy distribution and establishing the appropriate sub-structure

IBSA members can login to watch each session of the 12 stages and view the slides and summary of Roy's Polycon Journey.